2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

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3CONSOLIDATED FINANCIAL STATEMENTSNotes to the consolidated fi nancial statementsNote 32.2. Other commitmentsOther commitments givenThe amounts disclosed in the table above represent the maximum potential amounts (not discounted) which the Group might have to payin respect of commitments given, except for written put options which are measured at their fair value.The table does not include commitments given by the Group to associates and joint ventures (see notes 17 and 18 respectively).€ millions 2010 2009Seller’s warranties(1)(2)• Polish business58 68• Smart & Final shares4 3• Property assets9 18• Other assets2 -Written put options ( * ) (3) 1,465 1,551Monoprix 1,225 1,200Franprix-Leader Price 184 194Disco (Uruguay) 56 49Sendas Distribuidora (Brazil) - 108Banque du Groupe Casino/Laser Cofinoga/Crédit Mutuel partnership ( * ) (4) - -Carrefour Thailand acquisition ( * ) (5) 851 -Other commitments given 23 22TOTAL COMMITMENTS GIVEN 2,411 1,662(*) Reciprocal commitments.(1) Following the property disposals, the Group is the tenant under traditional fi xed-rent commercial leases. The Group has issued a guarantee covering the risk of vacancy should it decide tovacate the premises after the fi rst three-year lease break and fails to fi nd a new tenant on similar fi nancial terms and conditions. The guarantee is valid from the fi rst day of the fourth year to thefi nal day of the sixth year. The guarantee is conditional and cannot be quantifi ed.When Vindémia sold its production activities in Reunion, it committed to specifi c purchase volumes for a period of fi ve years. To date, these volumes have been met.(2) The Group has given the customary warranties in connection with its disposals, as follows:• In 2006, Casino gave the buyer of its interest in Leader Price Polska a seller’s warranty covering any risks pre-dating the sale that were not covered by provisions in the balance sheet. The amountof the warranty was capped at €17 million and was valid for 18 months. The amount for tax-related risks is capped at €50 million and is valid for a period corresponding to the statute of limitations.• Following a claim under this warranty, in September 2009 the arbitration board ordered the Group to pay and recognise as a liability the sum of €14 million. Casino has appealed againstthis ruling. The residual risk of €35 million is purely theoretical as Leader Price Polska has already been subject to two tax audits during the warranty period. However, Casino has receiveda new claim for €6 million, which it believes to be unfounded.• Mayland (formerly Géant Polska) has given the buyer of the hypermarkets business a sellers’ warranty covering any risks pre-dating the sale that are not covered by provisions in the balancesheet. The amount of the warranty is capped at €46 million and is valid for 24 months as of the sale date and for 8 years in the case of environmental claims. The amount of the warrantydecreases gradually as of 2008 and was €27 million at 31 December 2010. After deduction of a provision for risks, the net amount presented in the table above is €23 million.(3) In accordance with IAS 32, put options granted to owners of non-controlling interests in fully-consolidated subsidiaries are recognised as fi nancial liabilities at their discounted present value ortheir fair value (see notes 1.5.20 and 28.4).Under the terms of the option contracts, the exercise price of written put and call options may be determined using earnings multiples, based on the latest published earnings for optionsexercisable at any time and earnings forecasts or projections for options exercisable as of a given future date. In many cases, the put option written by the Group is matched by a call optionwritten by the other party. For these options, the value shown corresponds to that of the written put.• MonoprixOn 22 December 2008, Casino and Galeries Lafayette signed an amendment to their March 2003 strategic agreement which suspends the exercise of their respective put and call optionson Monoprix shares for three years.As a result, Casino’s call on 10% of Monoprix’s outstanding shares and Galeries Lafayette’s put on 50% of Monoprix’s capital will be exercisable only as of 1 January 2012. The other termsof exercise remain unchanged. The other terms of the March 2003 strategic agreement remain unchanged.The Group commissioned an independent valuation at 31 December 2010. The independent expert estimated the value of 100% of Monoprix shares at between €2,300 and €2,600 million.The contingent liability covering 50% of Monoprix shares has been disclosed at a value of €1,225 million.• Franprix-Leader PricePut options have been granted on shares in a large number of companies that are not wholly-owned by the Group. The options are exercisable until 2043 at a price based on the operatingprofi ts of the companies concerned.• UruguayGroupe Casino has granted a put option on 29.3% of Disco’s capital to the family shareholders. The option is exercisable until 21 June 2021 at a price based on the Disco sub-group’sconsolidated operating profi t, with a fl oor of USD 41 million plus interest at 5% per year.• BrazilGPA had granted the Sendas family a put option on their 42.57% holding in Sendas Distribuidora, giving them the right to exchange their shares for GPA preferred non-voting shares. GPAhad the right to settle the put option either in shares or in cash as it deemed appropriate. On 5 January 2007, the Sendas family advised the Group of its intention to exercise the put option.The two parties were then in dispute over the exercise price. They have since reached an agreement leading to the recognition of a discounted fi nancial liability in the sum of €46 million forCasino’s share (see note 28.3).The Group has granted the Diniz family, with whom it exercises joint control over GPA in Brazil, two put options on shares in GPA’s head holding company, covering 0.4% and 7.6% of GPA’sshare capital respectively. The fi rst option is exercisable as of 2012 should Casino exercise its right to elect the Chairman of the Board of Directors of the head holding company in that year.If the fi rst put option is exercised, the second will become exercisable for a period of eight years as of June 2014. The Group has a call option on the shares covered by the fi rst put optionrepresenting 0.4% of GPA’s share capital, subject to certain conditions.(4) On 20 July 2010, the Group decided to exercise its call option on LaSer Cofi noga’s 40% interest in Banque du Groupe Casino. The shares will be transferred no later than 20 January 2012 inaccordance with the existing agreements. The Group has also signed a long-term partnership with Groupe Crédit Mutuel-CIC, which will have the effect of raising the latter’s interest in Banque duGroupe Casino to 50% (see note 2.2). The purchase and sale price of the two transactions are based on the Company’s net earnings and equity in future years and cannot be determined at present.(5) See note 35.Lastly, under its partnership with Corin, Mercialys has acquired 60% of the joint rights over certain real estate assets in Corsica for €90 million. If the joint ownership agreement is not renewedby 15 June 2011, Corin and Mercialys will transfer their joint rights to a new company. Mercialys has undertaken to acquire Corin’s joint rights (40%) or its shares in the newly-created company,on the following terms and conditions:• Mercialys irrevocably undertakes to acquire Corin’s joint rights (or its shares in the newly-created company), subject to its right to make a counter-proposal, and Corin irrevocably undertakesto sell its rights to Mercialys.• If Corin exercises its option, Mercialys may, as from 31 January 2017, either assign its rights and obligations to a third party or execute its commitment by offering Corin the right to acquire itsjoint rights. The method of valuing the assets is set out in the agreement. In this latter case, a 20% discount will be applied. Corin may also assign the benefi t of the option to a third party.The options are contingent liabilities, the outcome of which is not foreseeable. If exercised, the value of the assets determined in accordance with the agreement will be representative of the market value.Commitments receivedCommitments received amounted to €6 million at 31 December 2010.118 Casino Group | Registration Document 2010
CONSOLIDATED FINANCIAL STATEMENTSNotes to the consolidated fi nancial statements3Note 32.3. Lease commitmentsNote 32.3.1. Finance leases where the Group is lesseeThe Group has leases on owner-occupied property and investment property. Actual future minimum lease payments under these leases andthe present value of the future minimum payments are as follows:Finance leases on property where the Group is lessee€ millionsFuture minimumlease payments2010Present value offuture minimumlease paymentsDue within one year 13 11Due in one to five years 39 34Due beyond five years 20 6Total future minimum lease payments 72Interest cost (22)TOTAL PRESENT VALUE OF FUTURE MINIMUM LEASE PAYMENTS 50 50€ millionsFuture minimumlease payments2009Present value offuture minimumlease paymentsDue within one year 12 10Due in one to five years 46 41Due beyond five years 19 7Total future minimum lease payments 77Interest cost (19)TOTAL PRESENT VALUE OF FUTURE MINIMUM LEASE PAYMENTS 58 58The Group has finance leases and leases with purchase options on equipment. Actual future minimum lease payments under these equipmentleases and the present value of the future minimum payments are as follows:Finance leases on equipment where the Group is lessee€ millionsFuture minimumlease payments2010Present value offuture minimumlease paymentsDue within one year 38 33Due in one to five years 24 20Due beyond five years 3 3Total future minimum lease payments 65Interest cost (9)TOTAL PRESENT VALUE OF FUTURE MINIMUM LEASE PAYMENTS 56 56Registration Document 2010 | Casino Group119
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Registration Document2010
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KEEPING AHEADIN A CHANGING WORLDCas
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1PRESENTATION OFTHE CASINO GROUP1.1
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PRESENTATION OF THE CASINO GROUPBus
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SCCR/SS/GE/13/3 Prov.page 945. The
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PRESENTATION OF THE CASINO GROUPRea
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2MANAGEMENTREPORTAT 31 DECEMBER 201
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31 DECEMBER 2010Business Review22.1
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31 DECEMBER 2010Business Review22.1
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31 DECEMBER 2010Business Review2Mai
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31 DECEMBER 2010Parent Company Busi
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31 DECEMBER 2010Subsidiaries and As
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31 DECEMBER 2010Subsidiaries and As
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31 DECEMBER 2010Subsequent Events2C
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31 DECEMBER 2010Share Capital and S
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31 DECEMBER 2010Risk Factors and In
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31 DECEMBER 2010Environmental Repor
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31 DECEMBER 2010Employment Report22
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3CONSOLIDATEDFINANCIALSTATEMENTS3.1
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CONSOLIDATED FINANCIAL STATEMENTSNo
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CORPORATE GOVERNANCEManagement5Comp
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CORPORATE GOVERNANCEChairman’s Re
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CORPORATE GOVERNANCEAppendix: Board
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6GENERALMEETING6.1. Report of the B
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GENERAL MEETINGReport of the Board
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GENERAL MEETINGReport of the Board
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GENERAL MEETINGStatutory Auditors
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GENERAL MEETINGProposed resolutions
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7ADDITIONALINFORMATION7.1. General
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ADDITIONAL INFORMATIONGeneral infor
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ADDITIONAL INFORMATIONGeneral infor
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ADDITIONAL INFORMATIONHistory of th
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ADDITIONAL INFORMATIONThe market fo
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ADDITIONAL INFORMATIONStore network
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ADDITIONAL INFORMATIONPerson respon
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ADDITIONAL INFORMATIONTable of corr
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Investor RelationsNadine COULMAline
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2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

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